


Bill's Loneliness

by VeeChaos



Category: Gravity Falls
Genre: Cancer, Gen, Hospitals, No Smut, Scary Clowns, on the picture but one is there nevertheless, sock opera, this is a platonic relationship so don't get your hopes up
Language: English
Status: In-Progress
Published: 2014-10-14
Updated: 2015-01-23
Packaged: 2018-02-21 03:50:11
Rating: General Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 2
Words: 7,920
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/2453633
Author URL: https://archiveofourown.org/users/VeeChaos/pseuds/VeeChaos
Summary: <blockquote class="userstuff">
              <p>Bill is surprisingly bothered by what he have done to Dipper. What if the kid died? He'd be all alone again...</p>
            </blockquote>





	1. Chapter 1

**Author's Note:**

> Story written kind of randomly without any plan whatsoever, so I don't know how many chapters it will have or where it's heading.
> 
> It is also my first real fic.
> 
> Enjoy. ¯\\_(ツ)_/¯

"Haha, those kids are great!" Murmured Bill, back in his grey plane of space. Maybe they beat him this time, but this won't stop his plans. No, it won't.

Bill squinted his one eye and scratched his imaginary chin, thinking of what to do next. The mindscape seemed deserted, but it always gave that impression. All the colour bleached out and crushingly quiet. But Bill knew there were tons of people and other creatures, just waiting for him to... to do what exactly? Hover above their heads while they couldn't see or hear him? Or maybe phase through them like the spectre that he, in fact, was? " _Without a vessel you're basically a ghost!_ " His own words echoed in his mind like an annoying buzzing of an insect. He shook his pointy head and fixed his gaze mindlessly on the trees, leaning against the background of a clear, starry night sky, with a strong gusts of wind he couldn't feel.

It was like being locked in a glass bubble, he thought - you could observe, but not touch or hear. He couldn't hear most of the more irrelevant sounds like rustling of the leaves or wind howling between the chimneys. He could listen to people talk and the sounds they were making but not much more than that. It was always about the humans. It seemed so normal to him before, he didn't know anything beside that silence, but being in Dipper's body reminded him how much he was missing of the real world. Mindscape was a plane just beside the reality, so close they were almost touching. Almost. Like putting a treat just before your nose and tying your hands behind your back. Bill scoffed, his arms dangling on his sides in resignation.

As long as he was in this grey place, everything was beyond his reach.

What a bitter thought. Why was this making him feel down? He was a powerful being! All-seeing, all-knowing, all... by himself...

"Ugh! No! That's not right!" He clenched his fingers on the brim of his top hat in frustration. "I don't need any company! I'm a great companion for myself alone, thank you very much!" He tried to kick a nearby stone, to vent his annoyance, but his tiny black leg just went straight through the matter of the real world. Just like it always did. It pissed him off even more. Why was he like that?!

With a huff he turned around and floated deeper into the forest, arms folded across his chest. At first he wanted to go to the Mystery Shack, there was always something interesting to watch there, but he reminded himself it was empty. The whole Pines family went to the hospital with Dipper. Boy, he got that little kid good. Well, it wasn't exactly intentional. It's just- the feeling of pain was funny. It was like a tickle with a sharp edge. It was just something interesting, new, unanalyzed and Bill wanted to test it more and more. He haven't paid any thought to the consequences it could have. He never did. It wasn't his body after all. It couldn't do him any damage. Why would he care?

But an unpleasant sensation of heaviness that settled down in his concept of a chest, showed that he did in fact care. What if- what if he _did_ make some serious damage and the kid did die? He didn't want him to die. Pine Tree was very interesting to observe and really fun to tease. What would he be doing if the shorty cased existing?

Bill halted at that thought. He always did fine without anybody; for centuries. Why is he worried so much about a death of some meaningless mortal? Well, it was cool to play with those kids and all, but let's not exaggerate. He didn't get attached to them or anything. Or did he...? If Bill had lips he would be biting them right now. He didn't know what to do with the idea of him liking someone so much, he would be uncomfortable with their death. It was surreal.

The demonic triangle floated up in the air to theoretically sit on the tree branch. He wasn't even touching it, he couldn't, but pretending to sit by floating right above it was as good as actually resting there. Down on the ground a lonely deer trotted slowly through the underbrush. Seeing him made Bill smirk at the memory of a prank he pulled on Gideon. That was comedy gold. The face that little cockroach made was priceless. He dangled hits feet from the branch, in a slightly better mood, finally distracted. That was the day he met Dipper for the first time. It was a lot of fun. Twelve year olds are so dumb and so inventive at the same time. He've never had such an interesting competition with anyone. Come to think of it he've never hung out with kids much. Usually people seeing him would scream and run. But not them. They fought him like they could do anything. It was really pleasing, they were putting so much effort into it. Even though Bill knew they couldn't possibly win against him in the long run, but it was nice to watch them try. Maybe they should repeat racing through someone's dreamscape again sometime. Unless... Unless Pine Tree dies.

Bill groaned loudly. The thing with the complete silence of the mindscape was that your thoughts were usually the loudest sound present.

Ah, damn it all! Fine! He will visit the kid to make sure he's okay. Even though Dipper would probably have a stropand scream at him for taking his body, blah, blah. Come on, he said he'd take a puppet, right? And he took one! That deal was completely valid. And he would give Pine Tree his stupid code to the laptop if he hadn’t destroyed it first. Hell, he still could give it to him but it would be quite useless and the kid would probably be furious about him for even mentioning it. What can you do? The past is past. Bill might be super powerful but he couldn't change it. Though if he could, he'd do the same thing. He needed that computer destroyed. He could deal with the angry boy somehow.

                                                                                                          *

After a short flight through the city full of moving lights he finally got to the hospital. It looked very strange and depressing in the shades of gray. It seemed cold, not like Bill would be bothered by that, but it was unpleasant nevertheless. Though maybe this is how hospitals usually look like. Who knows? The demon floated slowly through the main hallway, - completely ignoring the night guard and receptionist, who both ignored him in return, - and on into something that looked like it might be paediatrics. He paused in the glass door of the entrance. There was something really off with this ward. The long, dizzyingly white corridor was crooked with the strangeness of someone's mindscape. It wasn't supposed to be like that. It looked pretty creepy. The doors to the patient rooms were deformed in variety of ways, some were just bent to the side, others looked like they were about to collapse. One passage seemed to be coming away from the wall, leaving a blank space behind it. There were black drawings on the walls, Bill was pretty sure they weren't there in the original plane of reality, picturing mutated creatures with too many legs or arms, too big eyes or none at all, mouths full of pointy teeth and black suns with sinister smiles. They looked like someone scratched at the wall for so long the paint flaked off. He wasn't sure if that's something kids usually draw or it was just some sort of schizophrenic creation. Boy, this place was really uninviting.

Strolling down the hallway and examining the eerie art, he started to wonder who could possibly be influencing the space of mind so much it would show in every corner. Answer came faster than he hoped when he heard a loud cry of a child, echoing through the emptiness and silence of the grey plane. He looked up from the drawing that seemed to melt onto the floor, ready to go inspect, but stopped in his tracks, unexpectedly hesitant to follow the sound. What a strange change of a personality. But it seemed justified because, after all, he came here to see Dipper alone. He stood there in the corridor shifting from one foot to the other, not sure what to do. He was itching to know, but- but- he grunted and floated slowly to the one of the most damaged and painted over doors in the hall. It had a crying eye painted above it.

_It will only take a second,_ he told himself, _just a second. It won't hurt anybody to cast a glance or two._ He stuck his head through the wooden surface, looking around eagerly.

There were four beds standing inside the room. Their legs were different lengths and seemed a bit too thin to hold the weight of the construction, but managed it anyway. Apparently that was the way that someone's mind projected on the world because there also were a very crooked table and two, way too high, chairs to the set, standing on the same match-legs. The only window in the room was completely black, like someone had painted it over. Bill was pretty sure the lights of the city should be visible through it, but there was completely nothing, like the window was going out to the void. Or maybe the window was just another ink drawing...? He wasn't sure. It looked real to him.

The room was mostly devoid of any decorations. The only exception was a painting of a clown hanging on one of the wobbly looking walls. The clown had ugly green wig, big red nose, black, gaping pits instead of eyes and there was black goo dripping from his mouth cracked into a smile. Bill quickly averted his eye from the hideous thing. _Modern art_ , he scoffed. Just below the painting was the only occupied bed. There was something lying in it. Bill couldn't quite make out what that was because of all the blankets it was covered with. If he had to guess, he'd say it was some sort of big, fat bug. The blankets were supposedly brown with black stains on them and they were heaving with the thing's breathing. He cautiously floated closer and the wail of pain and frustration repeated again. The demon had a bad feeling about it. There was something off in its aura. Like... Like liquid darkness, it felt sick and choking.

Up close it turned out to be a child. She was seven most, but she was bald and very pale with dark, dark circles under her closed eyes. She reminded Bill more of a skeleton than a human. Small, dry skeleton wrapped in ugly, dirty covers. She cried out once again, furrowing in her sleep. She was having a nightmare;  a bad one, judging by her reactions. Didn't anyone in the hospital hear her scream? That was strange. He looked back at the door across the room, deep in thoughts. The black stains on and around them were expanding slowly. It probably wasn't a good sign. He felt his heartbeat quickening. That wasn't a good sign either. He turned back to the girl and jumped back, letting out a hoarse scream. She was staring at him, eyes opened wider than they should be able to. She wasn't supposed to be able to see him! But there she was: motionless, only following him with her stare. With the corner of his eye Bill caught the shadows under her bed moving ever so slightly. He shivered. Time to go. **Now**.

He stumbled through the rapidly darkening room. What was the first rule of all those human horrors? Don't look back? He didn't. Just jumped through the wall and landed in the stark bright hall. The air in the corridor suddenly seemed so light and pleasant and only now he realised how tensed his body was. He looked back at the closed door of the doomed room. She wasn't supposed to be able to see him. Theoretically he should be happy about it, finally being seen, but the girl seemed like she was about to swallow him whole. Bill suspected she wasn't even human. Not any more at least.

He hurried down the corridor, passing numerous doors marked with blackness. No checking this time. Like hell he would walk into another trap like that. What was this place even?! He could hear cries of distress now and then. Were everyone in this place having nightmares? Even the living ones? This was insane. But come to think of it, if he was able to sleep, after spending few days in a place like this, he'd have nightmares too.

He felt another shiver shaking his body. Will Dipper's door be covered in black, ink-like stains too? He honestly hoped not. He didn't know what exactly it meant but definitely nothing good. He decided to continue his search for the boy as fast as he could. He should be somewhere around here. All the doors looked more or less the same but only one hid the, oh so familiar, energy of his little boy.

"Diippeer~! Where are you~?" He called out quietly into the eery silence. His voice didn't have the echo that he had expected in the empty corridor, but it wasn't so surprising for the demon. His voice didn't exactly exist in a traditional sense of understanding, did it?

He floated up to the clean, white door that felt different than the others and phased through it to see what was inside. Victorious sound came from his direction when in the dim light he saw a small, brown-haired boy curled up in the bed. His room looked more healthy than the girl's. Did that mean his Pine Tree will be okay? Or maybe this doesn't always show that way? Bill wasn't sure, he’d never paid much attention to the sick and dying unless he was the cause of sickness and death.

He circled around the sleeping boy few times, all happy for finding him and then stopped to hover above him to get a closer look. Bill was always surprised by how fragile Dipper looked when he was sleeping. Not peaceful, not calm, just fragile and breakable. Tonight more than ever he realised how easily damaged human bodies were. The kid was covered in bruises, bandaged up and turning dark blue in places; his right arm in a fresh, strangely smelling, cast. Bill hummed thoughtfully, crossing his legs and lowering himself to sit beside the kid. He leaned on his thin, black arm. He did this. He made him like that. That was his fault. Maybe- maybe he could... He reached out to the boy's forehead but his hand froze when the kid frowned and turned his head the other way. Bill let his arm fall back to his knee. Yeah, he shouldn't talk to him right now. The kid needed rest. He looked utterly exhausted. And Bill finally knew how it felt. He winced at the memory and laid back on the crisp, white sheets with a plop. What poor creatures humans were.

But shorty was okay, he thought examining the ceiling. He'll be fully functioning in no time and Bill would be able to play with him again. That was a nice thought. Bill was okay with waiting. He was good at it. He'd waited for so, so many years to get back to Gravity Falls and apparently this was a great time to do so.

A small whine made him look back at Dipper, top hat twitching in alarm. The dream demon frowned as the boy turned again and again in his sleep, small droplets of sweat forming on his temples. No, Bill wouldn't allow it. No nightmares were permitted here. He sat back up and put his hand on Dipper's forehead more deliberately this time. Kid relaxed almost instantly under the touch, the even, slow breath returning to him.

_Good_ , Bill thought, flopping on his back beside the boy once again. _Rest well. I need you._


	2. Chapter 2

**Summary for the Chapter:**

> Dipper's dreamscape is really an interesting and dangerous place...

**Notes for the Chapter:**

> Well... Sorry for this update taking so long. I had this chapter ready few months ago, but I don't have a beta reader any more so I was rather reluctant to post this. But hey, whatever. Have this version. Fics are starting to pile up and I can't wait any more.  
> Sorry for any possible mistakes.

After a few really long and uneventful days Dipper was finally allowed to leave this horrible place that Gravity Falls Central Hospital was. He looked as beat up as he had been when he was placed in the ward, but seemed to feel much better. At least the bags under his eyes had disappeared. Bill made sure he would have peaceful rest without any nightmares and was quite proud of this achievement. Come to think of it, he had been at the kid's side most of the time, especially at night. Demon found it strangely relaxing to watch Dipper sleep - chest heaving with every breath, body twitching lightly just before mind entered the REM phase of dreaming. He felt obligated to defend his little buddy from the unseen horrors of the hospital, even though they probably couldn't do him any harm.  
  
Bill couldn't even begin to fathom how staying in such horrid conditions was supposed to help humans heal their injuries. Every corner of that facility was soaked with negativity and darkness. And also death. A lot of death. The air, apart from everlasting reek of medication and disinfectants, had some strange bitter-sweet note, in rather unpleasant way. Demon couldn't quite put his finger on it, but somewhere deep in his mind he knew it meant danger. This place wasn't safe. He could feel it.  
  
Now, with a deep relief, he was following his laughing Pine Tree, that was surrounded by his beloved family and friends, out of the hospital through the crooked corridors. The boy was completely unaware of the additional presence falling into step right behind him. And Bill was completely unaware of another presence watching them closely, with dark, bloodshot eyes, hidden, motionless in the shadows.  
  
*  
  
And so, the dullness of Dipper's days continued undisturbed from now on, and Bill was constantly there to witness it. From the very morning to the late evening the boy was kept busy in the Mystery Shack by Stan. Though, demon had to admit, the chores were much lighter than usual - no chopping wood, no carrying heavy objects, no dirty work - just sitting at the register, sometimes swiping the floor. Despite that Pine Tree looked unhappy. Bill couldn't guess why. He acted normal around everybody else, but when he thought he's alone, his expression always changed to something like worry and unease.  
  
The boy and his sister completely stopped talking about Bill like he was some sort of taboo. It intrigued and pained the demon at the same time. He was sure they hadn't forgotten him, he was rather memorable after all, but they wouldn't even mention him in any way. The absolute denial of the latest events was astonishing. He wanted to change it so, so much!  
  
Later that day, when sun started setting and no more visitors were to come, Bill, perched up on one of the shelves above the TV, observed the whole Pines family sitting together, watching another ridiculous and annoyingly loud show in the living room. Such an idyllic picture. So sweet it made the demon feel sick. Shooting Star was kneeling just beside the screen with a wide grin on her face, showing her braces, and laughing piercingly from time to time; Stan that lounged in the big armchair with a bowl of popcorn looked like he's about to fall sleep; and Dipper... He was lying on the floor, head rested on the big skull used as a coffee table. He was playing with the soft edge of his plaster cast, looking at the TV, but his expression was somewhat absent. Bill was sure the kid didn't even know what he was watching.  
  
The boy threw a quick glance at his family, and after making sure they were too busy to notice the fakeness of his actions, he yawned theatrically, stretching his noodle limbs and arching his back.  
  
"Okay, guys, I'm kinda tired." Dipper said and stood up, brushing the dust off his shorts. "I guess I'll go to bed early." He was making sure to look exhausted, and to stress his words he yawned once more. It was a bit too much in Bill's opinion, but no one seemed to pay attention.  
  
"Bro-bro, but you'll miss the best part!" Mabel was rather disappointed.  
  
"I know, Mabel. you already made me watch this thing like five times by now." Bill snickered and jumped off his shelf into the air.  
  
"Shooting Star, don't be so hard on your brother. This show is horrible anyway!" The demon landed right beside the girl and tried to pat her on the head, but his palm went straight through it. He squinted his one eye in annoyance and made bright blue, flaming word 'STUPID' appear just above her with a big, fat arrow pointing down. He giggled and snapped his fingers to make the sign flicker in different colours like a rainbow.  
  
"Yeah, kid, go to bed. Busy day tomorrow." Stan said with a mouth full of popcorn.  
  
"Yeah, right..." Dipper sighed with a pained smile and turned to leave with a wave of the hand and quiet 'Goodnight'. Stairs creaked under his weight lightly and Bill hurried after him, making a barrel roll on the way. When they were in the middle of the staircase, Mabel popped her head out of the living room.  
  
"Hey, Dip!" She shouted, which made both boy and the demon stop in their tracks. "you remember that I go to Candy on a sleepover tonight, right?" She grinned at her brother widely.  
  
"Yeah, yeah, I remember." Dipper smiled weakly. He definitely hadn't remember. "Have fun then, sis!"  
  
"Thanks! Goodnight, lil bro!" She waved at him and disappeared with a clinging of her enormous, star-shaped earrings to finish watching her show.  
  
Dipper stood on the stairs, frozen in place, for a while, staring mindlessly into the dark space where his blindingly colourful sister was just seconds ago. He was pale and seemed really anxious about the thought of spending the night alone. He twitched, realising what he was doing and continued to climb the stairs very, very slowly. He was cautious of every step as if he could fall into a trap any second.  
  
Watching him curiously, Bill started to wondered what caused this reaction. Was it because of him? It could have been. It was clear that the boy didn't want to see him ever again. Who would after being kicked out from their own body? But Dipper didn't know he wished him well, and that he was sorry for hurting him. That's right, he really was. He liked Pine Tree being afraid of him, but not terrified! Some respect was alright, but not that. Maybe he could talk to him tonight. He left him alone for so long... At first he wanted him to regain some strength, to rest; later he wanted to give the kid some space, but now, now it was pure cowardice. He didn't want to confront boy's hatred towards him, his fear. It was easier to pretend everything was perfectly fine. But maybe it was the right time to have a little chit-chat with him.  
  
Bill eyed the child that was entering his shared room in the attic, dragging his legs behind him. He looked truthfully tired this time. The demon floated in a distance behind him, but when he was about to cross the threshold Dipper slammed the door shut, right in Bill's face.  
  
Maybe, just maybe, it wasn't the right time to talk to him after all...  
  
Bill phased through the obstacle, to see the boy throw himself at his bed, that let out a strange moan of old, rusty springs being forced to work. The kid didn't even bother to turn on the light. He moved onto his back and stared at the ceiling with a worried expression.  
  
"Please, leave me alone... Just for one night." He mouthed and wrapped himself in an ugly, fuzzy blanket, seeking comfort. He was visibly tensed - shoulders raised up, hiding his neck, limbs pressed closely to his body.  
  
Bill frowned, watching the kind from the middle of the room. He was confused. Was that about him? But he didn't do anything. He went through a mental list of beings that could influence one's dreams, but, as long as it was, none of the creatures ever seemed to be around. He floated up to the wooden timber, high above Dipper's bed, and sat there awaiting what would happen.  
  
In the last cold, grey light of the late summer evening that was falling inside through the triangle window, the attic seemed unpleasantly vast and empty. The toys, books and clothes scattered around were throwing a long shadows, giving the room a hint of an eerie atmosphere. The roof started to creak, cooling down from the heat of the day.  
  
From the inside of the house Bill could hear Mabel laughing bashfully and clapping when her show was over. She shuffled her feet from one room to another in a hurry, gathering her things, opened the fridge and slammed it back shut. He could hear her running to the bathroom and back to the corridor. She was stomping her feet so loudly, the demon started to wonder how Dipper could ever fall asleep in a place like that. Humans were so noisy.  
  
There were few shouts from downstairs - he couldn't quite make out the words - and then a sound of opening and closing the front door. And just like that Mabel left, without a second thought about her brother. There was crunching of her shoes on the gravel outside as she headed to the nearby bus stop.  
  
Bill leaned back on the timber, thinking. Stan. He was still up. Judging by the quiet humming of the TV he haven't moved from the living room. The demon listened attentively for his leaving, but the old man only propped himself on the armchair, with a sonorous protest of the well-used piece of furniture, and opened another soda.  
  
The demon huffed. He wasn't sure why he wanted Stanford to go to sleep so badly, but the fact stayed that his presence was irritating him. He could hear him mumble comments under his breath and then laugh at them as if he was having an incredibly entertaining conversation with someone. Pathetic.  
  
Bill returned his undivided attention back to the small room in the attic. The rising of the moon painted it with silver reflections, bringing out the sharp edges of every object. He reached out to the beam of white light, catching it on his palm. He always marveled over the fact that this kind of glow seemed cold - opposedly to the expectation that an electromagnetic radiation should have heat. He perfectly knew that this was caused by significantly smaller amount of infra-red radiation that was present in sunlight reflected from the surface of the moon, but something in him still thought that this light, as a natural light, should still emanate some sort of calefaction.  
  
He knew too much. That made experiencing normal things a bit hard.  
  
He closed his eye with a sight, not to analyse anymore, just to feel, but quickly realised that he could sense photons in the beam, hitting his palm. He moved his hand away from the light in annoyance.  
  
Only now he noticed the Mystery Shack went dead silent. Stan must've gone to bed by now. Quite early for an adult in Bill's opinion, but maybe old bodies needed more rest. Or... The demon squinted his eye in concentration. He couldn't sense the man anywhere in the Shack. That was strange. He hadn't heard him leave, but he was definitely _not there_.  
  
Bill started to swing his thin legs from the joist like a kid, eye wandering unfocused on anything before him. He tried to find Stan's life force - the pang of energy, visible as bright blue spot - but there was completely nothing. Some mice, some insects and Dipper.  
  
Ah, yes, Pine Tree.  
  
Who cares where Stan went? The important thing was that this old prick was gone and there was nothing to disturb the triangular demon any more.  
  
He glanced down at the boy, curled far below him in the bed. He was sleeping peacefully, somewhere in the last stages of the dreamless phase that NREM was. His calm, even breaths were the only thing Bill could hear in the complete silence of his surroundings. He wasn't aware of the chirping of the crickets that filled the night air in the material plane of reality.  
  
Quickly forgetting about the twins' Grunkle, he hopped off the timber and floated down to sit beside Dipper, watching the boy contently, head cocked to the side.  
  
Breath in.  
  
Breath out.  
  
Breath in.  
  
Breath out.  
  
It was almost hypnotizing.  
  
The boy's nostrils were flaring slightly with every exhale. His body relaxed in its unconsciousness was so engagingly vulnerable, Bill could feel warmness bloom inside of him. He loved this sight.  
  
Bill blinked and straightened. With a surge of mixed feelings he realised that he couldn't remember the last time he felt so... so right, so at peace with his life. It perfectly threw him off that blissful balance.  
  
What was he even thinking? He was a damn demon! He should be spreading malice and mayhem, not- not doing whatever he was doing right now! He should be out there messing with people's dreams! And instead he was there, melting over some puny-  
  
And that was the moment his thoughts were interrupted by a quiet whine. Then another, and the boy moved his head rapidly to the side.  
  
Bill frowned.  
  
A nightmare caused by no one else but Dipper himself. It was normal for human beings to have these. This time the demon, despite himself, decided not to interfere. Not yet at least. Instead he watched, just like he always did. Watched the boy fight with his inner monsters, and tried to force himself to feel the dark glee he ought to feel.  
  
Dipper clutched his fingers tightly on the covers of his bed and whimpered, louder this time. He was visibly distressed. He kicked his legs - once, twice, throwing the blanket to the side, and then went completely still; his face a mask of an absolute terror. He looked like he was in pain even though no real threat was upon him. Soft scream escaped his lips and body jumped convulsively like he received a hard blow. Small droplets of sweat were glittering on his face in the moonshine.  
  
The vividness on human imagination was truly inconceivable and immensely entertaining, but... But the joy of seeing someone squirm in night terrors wouldn't come. With a wince Bill noticed he derives no pleasure from seeing the boy like this.  
  
He huffed, uncomfortable with the new situation, but haven't averted his eyes from the scene.  
  
Bill started to understand why the boy didn't want his sister to leave. She would probably notice something was wrong and wake him up. And after such a bad experience he needed comfort, reassurance of safety, words that everything was fine.  
  
It already occurred to Bill that Shooting Star was rather selfish, but he never realised just how much. She definitely knew how bad Dipper's dreams were and she still went away, leaving him all on his own.  
  
But that wasn't quite true. Bill was here. He could end his agony with one simple touch like he did before. But should he? This was a natural nightmare, not like the ones in the hospital. Maybe if kid wanted them to stop he should read less thrillers and not run after strange creatures in the forest all the time.  
  
He didn't know what to do. He really wanted to help his Pine Tree. He felt torn. This was a new experience as well. Was being so close with humans making him more- more like them? Full of compassion and all those stupid feelings? This couldn't be happening.  
  
He looked at the face of the writhing in pain kid. His eyes were shut tightly, tears were trickling down his temples, disappearing in the hairline.  
  
"N-no! No, please!" Dipper squealed. "Bill, stop! Please, ple- please..." His voice broke at the end with heartbreaking sob.  
  
The demon took a sharp breath, something inside of him twisting painfully.  
  
So Pine Tree was having a nightmare about _him_. _He_ was the oppressor the boy was so afraid of. That- that was shocking. No, no, no, this couldn't be left like that. He needed to get this all straight. His strange nightmare self was hurting the boy, he couldn't agree to that. Maybe once he would, with delight, but not now, not any more. He needed the boy to like him, to trust him. If not, he will be stuck all alone again. He couldn't leave his little Dipper to be torn apart by his other self. He couldn't. He just couldn't!  
  
Bill sprung up, breathing fast. He closed his single eye and touched Dipper's damp forehead lightly, releasing just a bit of magic. A second later he felt an electric tingling in his whole body and then a sharp thug.  
  
He was falling, but not for long. His feet hit something solid and moderately smooth. The demon glanced down at the black, even surface he was standing on. Asphalt? He looked around, slightly confused. The surroundings didn't look familiar - the landscape was filled with impossibly high spires made of stone, glass and metal.  
  
No. They weren't spires, but buildings - steeple, slanting buildings. This was some sort of a city, full of knotty streets and blank signposts. The sky was covered in a thick rainclouds, running fast to the south. It seemed like a storm could start any minute. Despite that, there was no wind, not even the smallest of breezes. The place felt like, if it had been in colours of real world, it would still be so utterly grey as the demon saw it before him.  
  
Was this the city Pines twins lived in during the rest of the year? It was dreadful. The view reminded him of a cemetery, bristled with old cockeyed crosses and old tombstones. It had the same, _incredibly jolly_ , atmosphere.  
  
Bill pressed his fingers to his forehead, headache forming already. This was great. Just amazing. He needed to find Pine Tree, fast, but this place seemed like an endless maze, much vaster than any he've seen lately. But maybe it was just an illusion.  He jumped into the air and flew forward between the skyscrapers. He took a closer look at the big windows of the buildings - they were mostly dark, but in some he could catch a glimpse of memories, bright and colorful.  
  
Walking down the road, he turned his sight up at the enormous constructions that were towering over him, throwing long, veil-like shadows down to the ground. They looked like claws, like fangs, like cage bars... He felt so exceedingly small in this place, it was making him apprehensive and fidgety.  
  
The demon spun back when something ran behind him with a loud electric crack of a bolt. There were cables hanging loosely between one building and another. Bill waited, agitatedly watching the wires, for another thunderclap. And there it was, just a second later - bright flash of light, jumping quickly down the length of the cable. Bill could swear he could hear something like giggling in its dry buzzing.  
  
That must have been a thought. Dipper's brain decided to keep it as an electric impulse, not changing its form, not to lose information. Smart and very effective.  
  
Bill took a deep breath to calm himself and turned to continue his search. The boy had to be somewhere in the city. The demon couldn't track him by the life force - everything around him was made of it, he had to do it the traditional way - simply look for him.  
  
The yellow triangle flew slowly down the main road, looking around carefully. There were so many offshoots on every side, but he didn't want to go through them just yet. He was sure he would get lost pretty easily. This place was designed this way - an open labyrinth.  
  
Something zapped behind him again, but he ignored it. There were much more important things than observing the flow of the kid's thoughts.  
  
The buildings slowly started to differ from the ones he passed earlier. They seemed somewhat worn-out, damaged, old. The asphalt was cracked, giving space for grass and weed to grow. The memories in the windows were blurry and discontinuous.  
  
Bill stopped in his tracks.  
  
These were old memories. From when Dipper was little. That meant he was going the wrong way all along!  
  
The demon's eye turned red and he growled, furious. Small flashes of energy started to crack around him. He was wasting so much time in this place! It was unbelievable! How could a mind of a little child outsmart him like that?!  
  
An unexpectedly strong gust of wind from behind threw his top hat from its hovering spot to the ground. He howled in helpless anger and, with a wave of a hand, he made the hat fly back to where it belonged. He then turned around, to see what caused this disturbance in the windless space like this, but when he faced the rout he just traversed, he realised, startled, that it changed. What was before him wasn't a city any more, it was an entrance to a big cave, carved in the side of a bare, stone mountain. There was no trace of the skyscrapers behind it, only a vast, hilly wasteland. It was more resembling Gravity Falls than anything else that this dreamscape was composed of so far.  
  
The eye of the demon paled back to its usual colour as he approached the cave cautiously. More Gravity Falls meant more danger. And with Dipper's restless imagination there could have been anything in there. Mind was never a safe place. Especially for intruders.  
  
For a short while Bill considered going back and finding another way, but he reminded himself that he was the king of the dream realities. He could win with anything that would attack him in here. Unless he had to fight himself... you never know what the other you can surprise you with.  
  
He floated hesitantly through entrance to the dark jaws of the cave. It was like passing through some kind of membrane, definitive change of the atmosphere can be felt. The outside was cold and dry, but this place was humid and worryingly warm - like everything around him was decaying.  
  
Demon sighed heavily and flew quickly forward. It was better to get this over with. The soft, yellow glow of his body was illuminating the inner, uneven walls of the cave lightly, giving him only the vague idea of his surroundings. He could see small, black creatures with long legs, hiding from the light in the cracks of the stone.  
  
"Dark mind much, Pine Tree?" He murmured to himself, voice echoing down the tunnel.  
  
Echo. This place was closer to his being. He had a voice and a physical form here. He could be seen, touched, could feel things with his finders. It was delightful - being real. He would like to be like this more often, but unless he broke into someone's mind or possessed a vessel, he couldn't.  
  
The rout started to meander in a rather strange pattern and Bill had to start paying attention to it. It turned right, then left and right again, turned into a loop, leading underneath or above the already walked path, snaked in every possible way. It felt like he was going nowhere. Not to get lost, he once more kept walking the main way, ignoring the small passages on the sides, too narrow or too low to walk through. Though, he sometimes could see luminescent pairs of eyes following him from them. It wasn't pleasant.  
  
"I swear, I have to read this kid some nice bedtime stories..."  
  
Without a warning the tunnel widened into an ample cavern. It was full of gigantic stalagmites and stalactites with a round and perfectly flat underground lake in the middle. It was glowing faintly in the blackness that filled the grotto. Bill landed softly on the sand, padding the bottom of the cave, and walked slowly to the pond, examining new surroundings. The sound of his footsteps was accompanied by rhythmic dripping of water.  
  
With discontent he quickly noticed there was no other way out of the cavern, but through where he came from. This was yet another dead end. Marvelous. Time was running out and he only roamed pointlessly around this stupid dreamscape.  
  
Bill halted, brow furrowing in thought, and put his hands on his sides. He dug his feet in the sand mindlessly. This place was pointing him to the strangest places.  
  
A sudden noise of stone grinding against stone, made him jump. He turned around just in time to see the tunnel's exit close up like a healing wound. He threw himself forward, but when he reached there, it already changed into a solid wall with no trace after the passage. He punched the stone in a wave of pure ire. A low snarl echoed in now completely closed space. This world was toying with him, pushing him wherever it wanted.  
  
But Bill was the master of the dreamscape. He could deal with this his own way. There wasn't a passage? He will make his own.  
  
He stepped back and held out one palm. With a loud zap a red beam shot from his fingers to the wall and... it bounced off the surface like it was nothing. He turned, watching the ricocheted laser fly across the grotto and hit one of the stalactites, fracturing it lightly. A bit of the stone fell to the ground with a quiet rustle. And that was it.  
  
Bill stood there staring with a wide opened eye. If he had a mouth his jaw would be dropped to his knees.  
  
He was trapped. There was no escape...  
  
But... But this place had to have a purpose, like everything in human mind. There had to be something there. There's always something.  
  
Let's see, the city was opened and easy to look through. It was for memories and thoughts - they should be easy to access. On the other hand this place was hard to find, dark, uninviting. It is closed. What do people keep in isolated spaces like this, boxed off?  
  
Fears.  
  
Nightmares.  
  
That's it! This was the right place! But where was Pine Tree? He had to be somewhere in here!  
  
Bill hopped into the air, all itching to find his little mortal. He needed to find him right away. He had no idea what his nightmare self could be doing to him but it most certainly wasn't anything pleasant.  
  
 _Think, Cipher. There has to be a way!_  
  
He haven't checked the glowing lake yet! He dived in the air to the pond and kneeled beside it. It was so still it resembled more a mirror than a water basin, except- except he couldn't see his reflection. In fact it wasn't reflecting anything in the cavern. It was just... black. Black puddle of void. Now, that was interesting.  
  
Bill reached out and moved his palm just above the surface of the water and then, without much thought, put it inside with a quick movement. To his surprise, it didn't cause the smallest ripple. His hand just went straight in. He hummed to himself in thought.  
  
The substance was neither cold nor hot, it also didn't give any resistance, but he was definitely touching _something_. Like a liquid smoke but with slightly different properties. It wasn't even wet. When he pulled his hand back it was completely dry.  
  
Bill stood up and started into the air, flying above the water to the centre of the black plot. There was nothing on the surface. But it glowed. He decided to take a different perspective and flew higher to the vault of the cave. He looked down, frowning. There was a smaller ring in the middle. It was brighter and-  
  
Oh.  
  
This was an _eye_.  
  
There was something in the centre - something flickering with weak light. It must have been at the very bottom of the pond. Bill stared at it for a while, blinked once, grabbed the rim of his hat and unceremoniously let his triangular body be pulled by gravity to fall like a rock into the black substance.  
  
 _There was nothing._  
  
 _Nothing._  
  
 _Black._  
  
 _Black._  
  
 _Black._  
  
 _Lack of sounds, lack of light, lack of feelings._  
  
 _Nothingness._  
  
 _He didn't exist._  
  
 _He have never existed._  
  
 _He will never be real._  
  
One small, black palm shot up from the dark water and reached to the shore, digging fingers deep in the sand. The demon dragged himself out of the lake, panting heavily. His hands were shaking, his eye shut tightly.  
  
He let out a small broken sound.  
  
"Giving me a taste of my own medicine, huh?" His palms fisted on the grey dirt.  
  
Fear. He was afraid. It was so unfamiliar to him, he was never scared. Of what? He was an immortal demon of dreams. And yet there he was, lying face down on the ground, trembling from a horrible vision he just experienced. This was horrible. His head was pounding, he felt dizzy and weak.  
  
The kid was giving him very nice emotional ride lately.  
  
Bill huffed into the sand and pushed himself upright. This was just a feeling, not reality. He could deal with that. He could... He could. Feelings are for weaklings. He was above that.  
  
He straightened his bowtie proudly and looked down to his feet at the imprint he left on the ground. Look at that, triangular snow-sand angel-demon. Hilarious.  
  
No, it wasn't. Nothing was at that moment. He could still feel the distracting tightness in his chest and for some unknown reason his fingers were kind of numb. He rubbed his face, trying to calm himself.  
  
 _Damn it, Cipher! Get yourself together! You exist, you are alive. At least kind of. You're not going anywhere. Now, onward you piece of planimetry!_  
  
But there was nowhere to go. Except for the lake He was definitely not going there again. He turned reluctantly to glance at its unnaturally smooth surface and winced, the weight on his chest getting heavier. There had to be some other way.  
  
The lake bubbled, disturbing the calmness of the basin. Bill's eye widened in surprise, as he came closer to the edge of the shore with small, wary steps, head cockeyd to the side. The substance on the surface moved soundlessly once again, far away in the center, and the demon leaned in to see better.  
  
It looked like some kind of a creature...  
  
Bill yelped and jumped back when out of nowhere there was a peal of laughter, echoing through the entire cavern. It was loud, way too loud to come from a normal person, menacing and in a way crazy - laughter of a madman. He would recognize it anywhere after hearing it so many times in his neverending life.  
  
It was his laugh.  
  


**Notes for the Chapter:**

> Questions? Suggestions? Comments? Go scream at me at yo-otsai.tumblr.com!

**Author's Note:**

> Big thanks for proofreading to [Mary](http://warm-bed-to-hide-in.tumblr.com) and [Vikkun](http://vikkun.tumblr.com/). And also to [Take](http://unfunnyjester.tumblr.com), that little shit, for being my first reader.
> 
> Love you guys C:


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